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EXHIBIT 3.1
THIRD RESTATED ARTICLES OF INCORPORATION
OF
COLUMBIA SPORTSWEAR COMPANY
ARTICLE I
The name of the Corporation is Columbia Sportswear Company.
ARTICLE II
A. The Corporation is authorized to issue shares of two classes of
stock: 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock.
B. Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. On dissolution of the Corporation, after
any preferential amount with respect to the Preferred Stock has been paid or set
aside, the holders of Common Stock and the holders of any series of Preferred
Stock entitled to participate in the distribution of assets are entitled to
receive the net assets of the Corporation.
C. The Board of Directors is authorized, subject to limitations
prescribed by the Oregon Business Corporation Act, as amended from time to time
(the "Act"), and by the provisions of this Article, to provide for the issuance
of shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:
(1) The number of shares in and the distinguishing designation
of that series;
(2) Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
(3) Whether shares of that series shall be convertible and the
terms and conditions of the conversion, including provision for adjustment of
the conversion rate in circumstances determined by the Board of Directors;
(4) Whether shares of that series shall be redeemable and the
terms and conditions of redemption, including the date or dates upon or after
which they shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions or at different
redemption dates;
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(5) The dividend rate, if any, on shares of that series, the
manner of calculating any dividends and the preferences of any dividends;
(6) The rights of shares of that series in the event of
voluntary or involuntary dissolution of the Corporation and the rights of
priority of that series relative to the Common Stock and any other series of
Preferred Stock on the distribution of assets on dissolution; and
(7) Any other rights, preferences and limitations of that
series that are permitted by law to vary.
ARTICLE III
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.
ARTICLE IV
The Corporation shall indemnify to the fullest extent not
prohibited by law any current or former director of the Corporation who is made,
or threatened to be made, a party to an action, suit or proceeding, whether
civil, criminal, administrative, investigative or other (including an action,
suit or proceeding by or in the right of the Corporation), by reason of the fact
that such person is or was a director, officer, employee or agent of the
Corporation or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the
Corporation, or serves or served at the request of the Corporation as a
director, officer, employee or agent, or as a fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust or other
enterprise. The Corporation shall pay for or reimburse the reasonable expenses
incurred by any such current or former director in any such proceeding in
advance of the final disposition of the proceeding if the person sets forth in
writing (i) the person's good faith belief that the person is entitled to
indemnification under this Article and (ii) the person's agreement to repay all
advances if it is ultimately determined that the person is not entitled to
indemnification under this Article. No amendment to this Article that limits the
Corporation's obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later of the
effective date of the amendment or the date notice of the amendment is given to
the person. This Article shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors, officers,
employees, agents and
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fiduciaries that may be included in any statute, bylaw, agreement, general or
specific action of the Board of Directors, vote of shareholders or other
document or arrangement.
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CERTIFICATE ACCOMPANYING
THIRD RESTATED ARTICLES OF INCORPORATION OF
COLUMBIA SPORTSWEAR COMPANY
1. The name of the corporation is Columbia Sportswear Company (the
"Corporation").
2. The Third Restated Articles of Incorporation attached hereto as
Exhibit A contain amendments to the Second Amended and Restated Articles of
Incorporation requiring shareholder approval.
3. The Third Restated Articles of Incorporation were adopted by the
shareholders of the Corporation on March 23, 1998.
4. The shareholder vote for the adoption of the Third Restated
Articles of Incorporation was as follows:
Class Number of Number of Number of Number of
or Series Shares Votes Entitled Votes Cast Votes Cast
of Shares Outstanding To Be Cast For Against
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Voting
Common
Stock 2,764,748 2,764,748 2,764,748 0
Nonvoting
Common
Stock 27,922,825 27,922,825 27,922,825 0
Dated: January 31, 2000.
COLUMBIA SPORTSWEAR COMPANY
By: ____________________________________
Carl K. Davis
Vice President and General Counsel
5. The person to contact about this filing is Steven H. Hull at
(503) 294-9122.